The origin of stock is the product of the development of commodity economy and productivity, and its history and development process can be divided into three parts. First, in the16th century, it entered the voyage trade field as a means to raise funds and spread risks. /kloc-in the 5th century, the Italian navigator Columbus discovered the new continent of South America, and then the Portuguese navigator Magellan completed his first round-the-world voyage. These great geographical discoveries have opened up air routes between the east and the west, making foreign trade and colonial plunder a shortcut to getting rich. To organize voyage trade, we must meet two conditions. One is that the formation of a fleet requires huge funds; The second reason is that sailing is often attacked by ocean hurricanes and indigenous people, which is very risky. At that time, no investor could have such huge funds, and no one was willing to take such a big risk. In order to raise voyage capital and share operational risks, there has been a way of raising funds by shares, that is, raising funds before each voyage, returning the capital to investors after the voyage, and distributing profits according to the proportion of shares. In order to protect this joint-stock economic organization, the governments of Britain, the Netherlands and other countries not only gave it various preferential policies of franchising and tax exemption, but also formulated relevant laws, creating legal conditions and social environment for the emergence of stocks. 1553, Moscone Company was established in Britain by means of share financing, 158 1 year, and Fontaine Company was established. The way it takes is to openly recruit and buy shares, and obtain the membership of the company after purchasing shares. When these companies started to operate, they returned their shareholders' investment and shared profits every time they sailed back, and then exchanged their capital to stay in the company for long-term use, resulting in the common stock system and the corresponding common stock. Because the profits gained in trade navigation are very rich, such companies expand rapidly and their stocks develop accordingly. During the period of 1660, if shareholders want to transfer their shares, they must find corresponding personnel within the company to accept them, or try to turn the external acquirer into a member of the company according to the company's articles of association, which makes the transfer of shares quite inconvenient. However, due to 166 1, the shares can be transferred at will, and the person who buys the shares of the company has shareholder qualification and enjoys shareholder rights. By 1680, there are 49 such companies in Britain, which need legal confirmation of their independent and fixed organizational forms. /kloc-in the first half of the 0/7th century, Britain confirmed the view that a company is an independent legal person, thus making a joint stock limited company a stable organizational form and its share capital a long-term investment. Shareholders enjoy shareholder rights and receive dividends by virtue of the shares produced by the company. Correspondingly, securities trading also appeared in the process of European primitive capital accumulation. /kloc-at the beginning of the 0/7th century, in order to promote the smooth development of capital raising activities including stock circulation, securities trading places appeared in Lyon, Antwerp and other places. 1608, the Netherlands established the world's earliest stock exchange, namely the Amsterdam Stock Exchange. Second,/kloc-After the 7th century, with the outbreak of the bourgeois revolution, stocks gradually entered the financial and industrial fields. From the end of 17 century to the middle of 19 century, the bourgeois revolution broke out in Britain and France, and the industrial revolution in which large machine industrial production replaced manual production rose rapidly, leading to the great development of commodity economy. Limited by Share Ltd has developed rapidly because it has adapted to the requirements of large industries, and its shares have also developed accordingly. In order to expand the source of funds and carry out long-distance transportation to expand the market, banks and transportation industries urgently need to raise a large amount of funds, issue stock tickets to raise funds, and establish a joint stock limited company became a common way at that time. 1694, the first capitalist national bank, Bank of England, and 1790, the first American bank, United Bank of America, were both joint-stock companies established on the basis of issuing shares. Because joint-stock banks can not only issue bank notes, but also absorb social funds to issue loans, and the profits are very considerable. Compared with air travel trade, banking stocks are financial stocks, which not only pay more dividends, but also have less risks, so stocks and joint-stock systems have developed rapidly in the financial industry. /kloc-in the 0/8th century, the invention and popularization of the steam engine triggered the industrial revolution. At this time, the main industrial sectors of capitalism gradually shifted from handicraft industry to machine industry production. The textile industry not only used large machinery, but also extended to ships and locomotives, which changed the traffic situation of the whole industry and greatly promoted the development of productivity. At this time, the production scale has far exceeded the small-scale investment of a single capitalist. It not only needs specialized production and division of labor, but also needs huge investment in transportation, energy, raw materials and infrastructure, which was beyond the financial resources of a few capitalists or the government at that time. And joint-stock companies and stocks only provide a way to concentrate funds by capital socialization. From the 1970s of 18 to the middle of 19, Britain built 2200 miles of canal system and 5000 miles of railway by raising funds from stocks. In the 50 years from 65438 to early 2008, the United States built about 3000 miles of canals and 28000 miles of railways. After 65438+ 1960' s, it is difficult for a sole proprietorship or partnership enterprise to adapt to the requirements of large-scale capitalist industrial production, such as expanding enterprise scale, improving production technology and improving the organic composition of capital. At this time, the governments of capitalist countries take various preferential measures to encourage private capital to set up enterprises. Limited by Share Ltd began to establish a dominant position in the industrial system. Therefore, the free transfer of shares, especially the use of stock prices for speculation, has aroused people's interest in investing in industrial enterprises. Joint-stock companies have developed rapidly in various industrial fields and become the main form of enterprise organization, and the amount of capital raised through stocks is increasing. For example, DuPont Gunpowder Company, which was founded in 1799, was founded by raising 15 shares of capital at $2,000 per share, while American Steel Company, which was established in 1902, raised as much as1400 million dollars in shares, becoming the first joint-stock limited company with more than $65,438 billion. Three, with the development of securities trading, its corresponding laws, regulations and means are increasingly perfect. With the development of joint-stock companies and the increase in the number of shares issued, the stock exchange is also gradually developing. 1773, the first stock exchange in Britain (now the predecessor of the London Stock Exchange) was formally established by securities brokers in New Jonah Cafe in London, and was officially approved and recognized by the British government in 1802. It initially dealt in government bonds, followed by corporate bonds and shares in mines and canals. By the middle of19th century, some informal local securities markets had also sprung up in Britain. The securities market in the United States began to appear from Philadelphia and new york to Chicago, Boston and other big cities, and gradually formed a nationwide securities trading situation. These securities markets began to operate government bonds, followed by various company stocks. 1790, the first American stock exchange, the Philadelphia Stock Exchange, was born. 1792, 24 brokers from new york jointly established the "new york Stock Exchange" on 1 1, which became the world-famous "new york Stock Exchange". With the development of stock trading, 1884, Dow Jones and Jones in the United States invented the embryonic form of stock price index-Dow Jones stock price average index. The rapid development of modern securities requires the continuous improvement of the legal system. Western countries have enacted company law, securities law and bankruptcy law to protect the development of joint stock limited companies and stocks and protect the rights and interests of shareholders. Based on the experience of 1929 economic crisis, the United States promulgated the securities law in 1933, which mainly stipulated the stock issuance system. 1934, in order to solve the problem of stock trading, the Securities Exchange Law was promulgated, and the Securities Commission was established as the competent authority of the stock market according to this law. 1970, in order to protect the interests of investors and reduce investment risks, the Securities Investor Protection Law was promulgated. In addition, the stock price index reflecting the changes in the stock market has been formed in the stock exchange markets of various countries. For example, the Dow Jones stock average index compiled by Dow Jones Company in the United States is the most representative stock index of large industrial monopoly companies in the United States at present. The promulgation of the securities (stock) law and the appearance of the stock price index have promoted the development of joint-stock limited companies and joint-stock systems. The earliest stock issue in China was in the mid-1980s, and Beijing Tianqiao Department Store Co., Ltd. officially became the first joint-stock enterprise in China from 65438 to 0984. Subsequently, Le Fei Company in Shanghai and Baoan Company in Shenzhen successively issued shares. There are regional stock exchanges in Shanghai and Shenzhen near 1988. 1990 and 12 months later, the Shanghai Stock Exchange and Shenzhen Stock Exchange were announced to be established and opened, which opened the curtain of China Stock Exchange. 1992, the China Securities Regulatory Commission was formally established, which made the stock trading in China gradually embark on the track of standardization and legalization. Group joint-stock system Group joint-stock system is a group organized to act together for a certain purpose.

There is no "group" in the enterprise company law, only limited liability companies and joint-stock limited liability companies. However, in reality, we often see the name of a group company. In fact, this is just a company (or enterprise) alliance formed by the close relationship between several companies in business, circulation and production. In addition, some companies have diversified their business strategies and set up corresponding subsidiaries in many fields. In this way, the parent-subsidiary company will form an enterprise group because of this "blood relationship", which is quite similar to the group army in the army. These are the origins of the group companies we often talk about.

First, there is no concept of group in company law. However, in real economic life, there is the concept of group company. Group companies are called enterprise groups in relevant national normative documents, but in industrial and commercial registration, they are generally called XXX group companies.

Second, the earliest national normative document on the formation and definition of enterprise groups is Several Opinions of the State Commission for Economic Restructuring and the State Economic Commission on the Formation and Development of Enterprise Groups (1987 12 16). The definition of enterprise group in this document is as follows:

1. Enterprise group is an economic organization with multi-level organizational structure to meet the objective needs of socialist planned commodity economy and socialized mass production. Its core layer is an economic entity with independent management, independent accounting, self-financing, tax payment according to regulations, economic responsibility and legal personality.

2. The enterprise group is based on public ownership, with brand-name high-quality products or the main products in the national economy as the leader, with one or several large and medium-sized backbone enterprises and independent scientific research and design units as the main body, and is composed of a group of enterprises and scientific research and design units with internal economic and technical ties; It plays an important role in the production and operation activities of a certain industry or a certain kind of products, has strong scientific research and development capabilities, and has comprehensive functions such as scientific research, production, sales, information and service.

With the initial establishment of China's market economy, the above provisions can no longer cover all enterprise groups, because non-public enterprise groups already exist in real life. 199 1 Notice of the State Council on Forwarding the State Planning Commission, the State Commission for Economic Restructuring and the the State Council Production Office on Selecting a Group of Large Enterprise Groups for Pilot Project (Guo Fa [1991] No.71) points out: "Enterprise groups are adapted to China's socialist planned commodity economy. At this time, public ownership will no longer be emphasized. But the spirit of this document is mainly to support large and medium-sized state-owned enterprises to form enterprise groups. 65438+1May 1992, the State Administration for Industry and Commerce/State Planning Commission/State Commission for Economic Restructuring/the State Council Production Office jointly issued the Implementation Measures for the Registration Management of National Pilot Enterprise Groups (for Trial Implementation). The document stipulates that:

Article 2 The establishment of a national pilot enterprise group with a large enterprise or holding company as the core shall apply to the State Administration for Industry and Commerce for registration after being approved by the examination and approval authorities authorized by the State Council or the State Council. Without the approval of the registration authority, no organization or individual may use the name of the enterprise group.

Article 3 A national pilot enterprise group shall meet the following conditions:

(1) must have a strong group core with the function of an investment center. The core of the group can be a large-scale production and circulation enterprise or a holding company with abundant capital.

(b) There must be a multi-level organizational structure. In addition to the core enterprises, there must be more than three close-layer enterprises, and there can also be semi-close-layer and loose-layer enterprises.

(3) The core enterprises of an enterprise group and other member enterprises should form an organic whole through the ties of assets and production and operation. Asset holding relationship should be established between core enterprises and compact enterprises. Core enterprises, tight enterprises and semi-tight enterprises should gradually develop asset chains.

(4) The core enterprises and other member enterprises of an enterprise group have the qualifications of legal persons. Article 4 The core enterprises of national pilot enterprise groups shall be large enterprises owned by the whole people or state-owned holding companies.

Since then, the State Administration for Industry and Commerce has formulated the Interim Provisions on the Administration of Enterprise Group Registration, which stipulates:

Article 3 An enterprise group refers to an enterprise legal person consortium with a certain scale, which is composed of parent companies, subsidiaries, shareholding companies and other member enterprises or institutions with capital as the main link and the articles of association of the group as the common code of conduct. Enterprise group does not have the qualification of enterprise legal person.

Article 4 An enterprise group consists of a parent company, subsidiaries, joint-stock companies and other member units. Institutions and social organizations can also become members of enterprise groups.

The parent company shall be a holding enterprise registered in accordance with the law and qualified as an enterprise legal person.

The subsidiary shall be an enterprise legal person with all shares or control rights owned by the parent company; Other members of the enterprise group shall be other enterprise legal persons, institutions legal persons or social organizations legal persons whose parent company shares or forms production and operation cooperation relations with the parent company.

Article 5 An enterprise group shall meet the following conditions:

(a) the registered capital of the parent company of the enterprise group is more than 50 million yuan, and it has at least 5 subsidiaries;

(2) The total registered capital of the parent company and its subsidiaries is more than 654.38 billion yuan;

(3) All members of the group have legal personality.

Of course, this condition has changed in view of different local regulations. At present, the minimum standards for known groups are:

(1) The paid-in capital of the parent company of the enterprise group is more than RMB100000, and it has at least two subsidiaries;

(2) The total registered capital of the parent company and its subsidiaries is more than 20 million yuan;

(3) All members of the group have legal personality.